Amended Statement of Beneficial Ownership (sc 13d/a)
18 September 2021 - 6:05AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 9)*
Under the Securities Exchange Act of 1934
The9 Limited
(Name of Issuer)
Class A ordinary shares, par value US$0.01 per
share
(Title of Class of Securities)
88337K302**
(CUSIP Number)
Jun Zhu
Incsight Limited
c/o 17 Floor, No. 130 Wu Song Road
Hong Kou District, Shanghai 200080
People’s Republic of China
(Name, Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
September 15, 2021
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
** This CUSIP applies to the American Depositary Shares, evidenced
by American Depositary Receipts, each representing thirty Class A ordinary shares of The9 Limited.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
1
|
NAMES OF REPORTING PERSONS
Jun Zhu
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
PF, OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Singapore
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
71,170,879 ordinary shares(1)
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
71,170,879 ordinary shares(1)
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
71,170,879 ordinary shares(1)
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.0%(2)
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
(1)
|
Consists of (i) 6,107,334 Class B ordinary shares and 912,094 Class A ordinary shares represented by American depositary
shares (“ADSs”) held by Incsight Limited, a British Virgin Islands company that is wholly owned and controlled by Mr. Jun
Zhu, and (ii) 7,500,000 Class B ordinary shares in the form of restricted shares, 36,300,000 Class A ordinary shares in
the form of restricted shares, 15,000,000 Class A ordinary shares issuable upon the satisfaction of the lock-up condition for the underlying
restricted Class A ordinary grants, and 5,351,451 Class A ordinary shares represented by ADSs held by Mr. Jun Zhu. Each Class B ordinary
share is convertible at the option of the holder into one Class A ordinary share, whereas Class A ordinary shares are not convertible
into Class B ordinary shares under any circumstances.
|
(2)
|
Based on (i) 577,093,575 outstanding ordinary shares as a single class, being the sum of 563,486,241 Class A ordinary shares and 13,607,334
Class B ordinary shares outstanding as of September 15, 2021, and (ii) 15,000,000 Class A ordinary shares issuable upon the satisfaction of the lock-up
condition for the underlying restricted Class A ordinary grants to Mr. Jun Zhu.
|
1
|
NAMES OF REPORTING PERSONS
Incsight Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
WC, OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
7,019,428 ordinary shares(1)
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
7,019,428 ordinary shares(1)
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,019,428 ordinary shares(1)
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2 %(2)
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
(1)
|
Consists of 6,107,334 Class B ordinary shares and 912,094 Class A ordinary shares represented by American depositary shares held by
Incsight Limited, a British Virgin Islands company that is wholly owned and controlled by Mr. Jun Zhu. Each Class B ordinary share is
convertible at the option of the holder into one Class A ordinary share, whereas Class A ordinary shares are not convertible into Class
B ordinary shares under any circumstances.
|
(2)
|
Based on 577,093,575 outstanding ordinary shares as a single class, being the sum of 563,486,241 Class A ordinary shares and 13,607,334
Class B ordinary shares outstanding as of September 15, 2021.
|
EXPLANATORY
NOTE
This Amendment No. 9 (the “Amendment”)
amends the Statement on Schedule 13D initially filed with the Securities and Exchange Commission (the “SEC”) on December
24, 2015, as amended by the Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment
No. 7 and Amendment No. 8 to the Schedule 13D filed with the SEC on March 29, 2016, January 9, 2017, July 27, 2017, October 9, 2018, February
4, 2019, July 1, 2019, June 23, 2020, and April 15,2021, respectively (the “Schedule 13D”), by Mr. Jun Zhu and Incsight
Limited (the “Reporting Persons,” and each, a “Reporting Person”) with respect to the Class A ordinary
shares and Class B ordinary shares, par value US$0.01 per share, of The9 Limited (the “Issuer”). Capitalized terms
used herein but not otherwise defined herein have the meanings given to them in the Schedule 13D. This Amendment is being filed to report
a material change in beneficial ownership by the Reporting Persons, and amends Items 2, 3 and 5 of the Schedule 13D. Except as provided
herein, all other information in the Schedule 13D remains the same.
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended by
the following.
(a)–(c), (f) This Schedule 13D is being filed
jointly by Jun Zhu (“Mr. Zhu”) and Incsight Limited, a company with limited liability incorporated under the laws of
the British Virgin Islands (“Incsight,” together with Mr. Zhu, the “Reporting Persons,” and each, a “Reporting
Person”).
Mr. Zhu is the Chairman of the Board of Directors
and Chief Executive Officer of the Issuer. Mr. Zhu is a citizen of the Republic of Singapore. The principal business address of Mr. Zhu
is c/o 17 Floor, No. 130 Wu Song Road, Hong Kou District, Shanghai 200080, People’s Republic of China.
Incsight is principally an investment holding vehicle
and is wholly owned and controlled by Mr. Zhu. The principal business address of Incsight is c/o 17 Floor, No. 130 Wu Song Road, Hong
Kou District, Shanghai 200080, People’s Republic of China.
(d), (e) During the past five years, none of any
Reporting Person or (a) any partner, executive officer or director of any Reporting Person, (b) any person controlling any Reporting Person
or (c) any partner, executive officer or director of any person ultimately in control of any Reporting Person has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect
to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby supplemented
by the following.
On September 15, 2021, the
Compensation Committee, Audit Committee and the Board of Directors of the Issuer authorized and approved the issuance of an aggregate
number of 15,000,000 restricted Class A ordinary shares to Mr. Jun Zhu pursuant to the Ninth Amended and Restated 2004 Stock Option
Plan of the Issuer. Those restricted shares are subject to a two-year lock-up condition with a vesting schedule to vest on the last day
of each month after the grant date in equal installments. Those restricted shares or any portion thereof can only be freely transferable
upon the satisfaction of the vesting condition.
Item 5. Interest in Securities of the Issuer.
The first paragraph under Item 5(a)–(b) of
the Schedule 13D is hereby amended and restated as follows.
(a)–(b) The following information with respect
to the ownership of the ordinary shares beneficially owned by the Reporting Persons filing this statement on Schedule 13D/A is provided
as of September 15, 2021.
For Mr. Jun Zhu
|
|
Class A
common shares
|
|
|
Class B
common shares
|
|
|
Total common
shares on the as-
converted basis
|
|
|
Percentage of
Aggregate
Voting Power
|
|
(a) Amount beneficially owned
|
|
|
57,563,545
|
(1)
|
|
|
13,607,334
|
(1)
|
|
|
71,170,879
|
(1)
|
|
|
—
|
|
(b) Percent of class:
|
|
|
10.0
|
%(2)
|
|
|
100.0
|
%(3)
|
|
|
12.0
|
%(4)
|
|
|
58.6
|
%(5)
|
(c) Number of shares as to which the person has:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(i) Sole power to vote or to direct the vote
|
|
|
57,563,545
|
(1)
|
|
|
13,607,334
|
(1)
|
|
|
71,170,879
|
(1)
|
|
|
—
|
|
(ii) Shared power to vote or to direct the vote
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
—
|
|
(iii) Sole power to dispose or to direct the disposition of
|
|
|
57,563,545
|
(1)
|
|
|
13,607,334
|
(1)
|
|
|
71,170,879
|
(1)
|
|
|
—
|
|
(iv) Shared power to dispose or to direct the disposition of
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
—
|
|
Notes:
(1)
|
Includes (i) 6,107,334 Class B ordinary shares and 912,094 Class A ordinary shares represented by ADSs held by Incsight
Limited, a British Virgin Islands company that is wholly owned and controlled by Mr. Jun Zhu, and (ii) 7,500,000 Class B ordinary
shares in the form of restricted shares, 36,300,000 Class A ordinary shares in the form of restricted shares, 15,000,000 Class A ordinary
shares issuable upon the satisfaction of the lock-up condition for the underlying restricted Class A ordinary grants, and 5,351,451 Class A
ordinary shares represented by ADSs held by Mr. Jun Zhu. Each Class B ordinary share is convertible at the option of the holder into one
Class A ordinary share, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
|
(2)
|
Based on (i) 563,486,241 Class A ordinary shares outstanding as of September 15, 2021, and (ii) 15,000,000 Class A ordinary shares
issuable upon the satisfaction of the lock-up condition for the underlying restricted Class A ordinary grants to Mr. Jun Zhu.
|
(3)
|
Based on 13,607,334 Class B ordinary shares outstanding as of September 15, 2021.
|
(4)
|
The percentage of the class of securities beneficially owned by the Reporting Person is based on (i) 577,093,575 outstanding ordinary
shares as a single class, being the sum of 563,486,241 Class A ordinary shares and 13,607,334 Class B ordinary shares outstanding as of
September 15, 2021, and (ii) 15,000,000 Class A ordinary shares issuable upon the satisfaction of the lock-up condition for the underlying
restricted Class A ordinary grants to Mr. Jun Zhu.
|
(5)
|
For each Reporting Person, percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by such
Reporting Person by the voting power of all of the Issuer’s Class A and Class B ordinary shares as a single class. Each holder of
Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to fifty votes per share
on all matters submitted to them for a vote.
|
For Incsight Limited
|
|
Class A
common shares
|
|
|
Class B
common shares
|
|
|
Total common
shares on the as-
converted basis
|
|
|
Percentage of
Aggregate
Voting Power
|
|
(a) Amount beneficially owned
|
|
|
912,094
|
(1)
|
|
|
6,107,334
|
(1)
|
|
|
7,019,428
|
(1)
|
|
|
—
|
|
(b) Percent of class:
|
|
|
0.2
|
%(2)
|
|
|
44.9
|
%(3)
|
|
|
1.2
|
%(4)
|
|
|
24.6
|
%(5)
|
(c) Number of shares as to which the person has:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(i) Sole power to vote or to direct the vote
|
|
|
912,094
|
(1)
|
|
|
6,107,334
|
(1)
|
|
|
7,019,428
|
(1)
|
|
|
—
|
|
(ii) Shared power to vote or to direct the vote
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
—
|
|
(iii) Sole power to dispose or to direct the disposition of
|
|
|
912,094
|
(1)
|
|
|
6,107,334
|
(1)
|
|
|
7,019,428
|
(1)
|
|
|
—
|
|
(iv) Shared power to dispose or to direct the disposition of
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
—
|
|
Notes:
(1)
|
Includes 6,107,334 Class B ordinary shares and 912,094 Class A ordinary shares represented by American depositary shares held by Incsight
Limited, a British Virgin Islands company that is wholly owned and controlled by Mr. Jun Zhu.
|
(2)
|
Based on 563,486,241 Class A ordinary shares outstanding as of September 15, 2021.
|
(3)
|
Based on 13,607,334 Class B ordinary shares outstanding as of September 15, 2021.
|
(4)
|
The percentage of the class of securities beneficially owned by the Reporting Person is based on 577,093,575 outstanding ordinary
shares as a single class, being the sum of 563,486,241 Class A ordinary shares and 13,607,334 Class B ordinary shares outstanding as of
September 15, 2021.
|
(5)
|
For each Reporting Person, percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by such
Reporting Person by the voting power of all of the Issuer’s Class A and Class B ordinary shares as a single class. Each holder of
Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to fifty votes per share
on all matters submitted to them for a vote.
|
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: September 17, 2021
|
Incsight Limited
|
|
|
|
|
By:
|
/s/ Jun Zhu
|
|
Name:
|
Jun Zhu
|
|
Title:
|
Director
|
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